To,
The Members,
Atharv Enterprises Limited.
Your Directors are pleased to present the 33rd Annual Report and the Companys Audited
Financial Statement for the financial year ended March 31, 2023.
1. Financial Statements :
(Rs.)
| Particulars |
31.03.2023 |
31.03.2022 |
| Total Income |
2,39,03,895 |
73,98,273 |
| Total Expense |
2,24,45,291 |
68,84,702 |
| Profit before Finance Cost and Depreciation |
2,30,99,277 |
11,07,599 |
| Less : Finance Cost |
4,02,423 |
5,75,116 |
| Profit before Depreciation |
2,26,96,854 |
5,32,483 |
| Less : Depreciation |
2,51563 |
18,912 |
| Profit/(Loss) before Tax |
14,58,604 |
5,13,571 |
| Provision for Tax |
|
|
| Current Tax |
(3,75,702) |
(1,33,374) |
| Deferred Tax |
|
-- |
| Balance of Profit/(Loss) for the year |
10,82,902 |
3,80,197 |
| Earning per equity share: Basic & Diluted (Rs.10/- each) |
0.01 |
0.02 |
2. Dividend :
During the year under review, the Company has decided to plough back the profit for the
future expansion and activities of the Company. The Board therefore, does not recommend
payment of any dividend for the year under review.
3. Financial Performance and Operational Review:
During the financial year 2022-2023:
I. Gross Sales of the Company for the year under review is Rs.80,92,652/- as
compared to Rs. 1,73,490/- in the previous year.
II. Net Profit after Tax is Rs. 10,82,902/- as against Net Profit of Rs.
3,80,197/- of the previous year.
4. Change in the nature of business:
During the year under review, there was no change in the nature of the business of the
Company.
5. Significant and Material Orders Passed by the Regulators or Courts:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
6. Subsidiary Companies & Associated Company:
During the year under review, the Company does not have any subsidiary company nor any
Associates Company.
7. Adequacy of internal financial controls:
The Company has in placed adequate and effective Internal Financial Controls with
reference to financial statements. During the year, such controls were tested and upgraded
and no reportable material weaknesses in the design or operation were observed.
8. Particulars of Loans, Guarantees or Investments:
During the year under review, your Company has directly or indirectly given Loans,
Guarantees or Investments. The Details is available in Schedule of forming Part of Balance
Sheet of the Company.
9. Particulars of Contracts or Arrangements with Related Parties:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of Companys business. The Company has
not entered into any contract, arrangement or transaction with any related party which
could be considered as material as defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Related party transactions under Accounting Standard - AS 18 are disclosed in the notes
to the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) of
sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules,
2014 is furnished as Annexure - A to this report.
10. Directors Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the
best of their knowledge and ability, confirm that:
a. in the preparation of annual accounts for the year ended March 31, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
b. they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at March 31, 2023 and of the Profit of the Company
for the year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
11. Directors and Key Managerial Personnel:
| Mr. Pramod Gadiya |
: Managing Director |
| Mrs. Vandana Gadiya |
: Executive Director |
| Mr. Jagdish Chandra Gadiya |
: Non-Executive Non-Independent Director |
| Mr. Harish Sharma |
: Non-Executive Independent Director |
| Mr. Navneet Sharma |
: Non-Executive Independent Director |
| Mr. Nikhil Kumar Tank |
: Non-Executive Independent Director |
Key Managerial Personnel:
| Mrs. Aditi Kakhani |
: Company Secretary & Compliance Officer |
| Mrs. Vandana Gadiya |
: Chief Financial Officer (CFO) |
12. Declaration by Independent Directors:
The Company has received necessary declarations from all Independent Directors of the
Company confirming that they meet the criteria of independence laid down in Section 149(6)
of the Companies Act, 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR)
Regulations. There has been no change in the circumstances which may affect their status
as independent director during the year.
13. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and Individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing
Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all
the Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of the criteria such as the composition of Committees,
attendance, prior study of materials given, participation at the meetings, level and
effectiveness of Committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the Individual Directors on the basis of the criteria such as the
contribution of the individual Director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of Executive Directors and Non-executive
Directors. The same was discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed. Performance evaluation of independent directors
was done by the entire board, excluding the Independent Director being evaluated.
14. Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI Regulations, 2015, the Company has put in
place a familiarization programme for the Independent Directors to familiarize them with
their role, rights and responsibilities as Directors, the working of the Company, nature
of the industry in which the Company operates, business model etc. The details of the
familiarization programme are explained in Corporate Governance Report.
15. Policy on Directors Appointment and Remuneration and other details:
The Nomination and Remuneration Committee has laid down the criteria for Directors
appointment and remuneration including criteria for determining qualification, positive
attributes and independence of a Director. The following attributes/criteria for selection
have been laid by the Board on the recommendation of the Committee:
• the candidate should possess the positive attributes such as leadership,
entrepreneurship, business advisor or such other attributes which in the opinion of the
Committee are in the interest of the Company;
• the candidate should be free from any disqualification as provided under
Sections 164 and 167 of the Companies Act, 2013;
• the candidate should meet the conditions of being independent as stipulated
under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in
case of appointment as an independent director; and
• the candidate should possess appropriate educational qualification, skills,
experience and knowledge in one or more fields of finance, law, management, sales,
marketing, administration, corporate governance, technical operations, infrastructure or
such other areas or disciplines which are relevant for the Companys business.
16. Number of Meetings of the Board:
During the year under review, Six (06) Meetings of the Board of Directors were held on
14.04.2022, 19.05.2022, 11.07.2022, 02.09.2022, 13.10.2022 and 10.01.2023. For details of
the meetings of the Board, please refer to the Corporate Governance Report, which forms
part of this report.
17. Audit Committee:
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this report.
The Audit Committee of the Board of Directors meets the criteria laid down under
Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange
Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the
terms of reference to the Audit Committee.
18. Material Changes and Commitments, if any, affecting the Financial position of the
Company which have occurred between the end of Financial Year of the Company to which the
Financial Statement relate and the date of the Report :
There were no material changes and commitments that have affected the financial
position of the Company which have occurred during the financial year ended on 31st March,
2023.
19. Change of Registered Office
The Board of Directors of the Company has been taken approval from members on 14th
April, 2022 for change of registered office of the company from one jurisdiction to
another jurisdiction of ROC within the same state of Maharashtra and the same was approved
by the office of Ministry of Corporate Affairs, Mumbai on 27th September, 2022. The Copy
of the Certificate for the same is received on 11th October 2022. The address of new
registered office is Yogi Kripa C.H.S.L, D/27, Central Road, Yogi Nagar, Borivali,
Mumbai, Maharashtra, 400091.
20. Management Discussion and Analysis:
In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been
given hereunder:
ECONOMIC AND INDUSTRY OVERVIEW GLOBAL ECONOMY
OVERVIEW
India to remain the fastest-growing major economy in the world. Recovering from
pandemic-induced contraction, Russian-Ukraine conflict and inflation, Indian economy is
staging a broad based recovery across sectors, positioning to ascend to the pre-pandemic
growth path in FY23. Indias GDP growth is expected to remain robust in FY23 at 7 per cent
(in real terms). This follows an 8.7 per cent growth in the previous financial year. GDP
forecast for FY24 to be in the range of 6-6.8 %, depending on the trajectory of economic
and political developments globally. Economic Survey 2022-23 projects a baseline GDP
growth of 11 per cent in nominal terms and 6.5 per cent in real terms in FY 24. Indias
recovery from pandemic was relatively quick, and growth in the upcoming year will be
supported by solid domestic demand and a pick-up in capital investment. Aided by healthy
financials, incipient signs of a new private sector capital formation cycle are visible
and, more importantly, compensating for the private sectors caution in capital
expenditure, the government raised capital expenditure substantially.
India is third largest economy in PPP (purchasing power parity) terms, fifth largest in
terms of exchange rate. Private consumption as a per cent of GDP stood at 58.5 per cent in
Q2 of FY23, the highest among the second quarters of all the years since FY15, supported
by a rebound in contact-intensive services such as trade, hotel and transport. Growth
driven by private consumption, higher capex, strengthening corporate balance sheet, credit
growth to small businesses and return.
COVID-19 IMPACT ON THE INDIAN INDUSTRY
The operations of the Company were largely unaffected by COVID-19 related impact in FY
2022-23.
Fiscal 2023 was the first normal year post-pandemic. Consumption rebounded in
specific sectors. The performance of two sectors - agriculture and construction - stood
out in the fourth quarter. A stronger than expected fourth quarter lifted Indias growth
to 7.2% in FY 23, exceeding the 7% cited in the second advance estimates released in
February, underscoring the countrys economic resilience in the face of multiple
challenges. Data released by NSO showed growth in January-March - the fourth quarter of
the 2022-23 fiscal- was 6.1%, higher than the upwardly revised 4.5% in the previous
quarter, which helped India retain the fastest growing major economy tag. The
better-than-expected growth in Q4 FY 23 is encouraging and is reflective of the sustained
strength in domestic demand amid gloomy global outlook. The fall in commodity prices also
helped lift growth, reducing the drag from net exports. It also charts the course of
action for businesses so they can fully leverage the benefits of rapid economic expansion.
It shows sustained economic momentum combined with macroeconomic, financial and fiscal
stability.
OPPORTUNITIES AND THREATS AND FUTURE OUTLOOK GLOBAL ECONOMIC CONDITIONS
After COVID-19, the demand-supply dynamics have undergone volatile changes. In the
financial year 20222023, there was a slowdown in demand due to a cooling down of the
pent-up demand seen post covid. The raw material (cotton) prices went to extraordinarily
high levels in the first half of the FY 2022-2023 which led to very high production costs
and a slowdown in demand in the second half of the last financial year. The effect of an
increase in capacities by the Indian manufacturers post Covid to fulfill pent-up demand
also aggravated the impact of the slowdown in demand. There is also potential fear of the
impact of likely recession in FY 2023-2024 due to financial tightening by the central
banks of the world. All these factors suggest that the demand recovery will be gradual
although it is felt that the worst is over in the industry. During the last six months,
the prices of cotton yarn have cooled down to normal levels which is a positive
development. The overall impact of a mixture of good and bad factors is considered that
will result in gradual improvement in the performance of the company.
BUSINESS OVERVIEW
India is expecting another year of solid economic performance. The investment momentum
was solid through the fourth quarter and should continue this fiscal, driven by public
investments and a gradual pickup in private investments aided by the PLI scheme.
Government Capex, led by infrastructure, is budgeted for a sharp rise. This fiscal,
private consumption is expected to continue to face crosscurrents. While lower inflation
will be supportive, higher interest rates may curtail sectors such as automobile and
housing. The economists predict growth to slow in FY24 as global conditions weigh down the
economy. Growth is likely to moderate, in part, due to normalization of base effect.
Slowdown in external demand and some waning of pent- up demand will also result in
growth moderation. India is expected to retain its tag of the fastest-growing major
economy. The International Monetary Fund
(IMF) has forecast 5.9% growth while the RBI sees a higher 6.5% rise. Some drag to
growth is expected from weaker manufacturing and slowing exports given external headwinds,
but the robust domestic demand is anchoring economic growth. Indias growth trajectory is
supportive of increased commodity trade and the appeal of financial investments.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Committee considers the risks that impact mid- to longterm objectives of the business,
including those reputational in nature. The Company has an elaborate risk charter and risk
policy defining risk management governance model, risk assessment and prioritisation
process. The Risk Management Committee reviews and monitors the key risks and their
mitigation measures periodically and provides an update to the Board on Companys risks
outlined in the risk registers. The Audit Committee has additional oversight in the area
of financial risks and controls. Additionally, a third-party organisation has benchmarked
the Companys risk management practice with various companies in India and globally and
pronounced it as a leader in FMCG category.
21. Risk Management:
The Company has in place a Risk Management Policy pursuant to Section 134 of the
Companies Act. It establishes various levels of accountability and overview within the
Company, while vesting identified managers with responsibility for each significant risk.
This risk management process, which is facilitated by internal audit, covers risk
identification, assessment, analysis and mitigation. Incorporating sustainability in the
process also helps to align potential exposures with the risk appetite and highlights
risks associated with chosen strategies. The major risks forming part Risk Management
process are linked to the audit.
The Audit Committee of the Board of the Company has been entrusted with the task to
frame, implement and monitor the risk management plan for the Company and it is
responsible for reviewing the risk management plan and ensuring its effectiveness with an
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
22. Control Systems and their Adequacy:
The Company has adequate internal control systems including suitable monitoring
procedures commensurate with its size and the nature of the business. The internal control
systems provide for all documented policies, guidelines, and authorization and approval
procedures.
23. Corporate Social Responsibility (CSR):
The Provision of Section 135 of company act 2013 is not applicable to the company so
the requirement of disclosure under this section is not required.
24. Safety, Environment and Health:
The Companys commitment to excellence in Health and Safety is embedded in the
Companys core values. The Company has a stringent policy which drives all employees to
continuously break new ground in safety management for the benefit of people, property,
environment and the communities where we operate on sites.
The Company respects human rights, values its employees and their communities. The
Company considers safety, environment and health as the management responsibility. Regular
employee training programmes are in place throughout the Company on Safety, Environment
and Health and has well identified and widely covered safety management system in place
for ensuring, not only the safety of employees but surrounding population of the works as
well.
25. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
The Company has zero tolerance for sexual harassment at the workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide
protection to employees at the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. All employees of the
Company, those of contractors as well as trainees are covered under this Policy.
No complaint was received from any employee during the financial year 2022-23 and hence
no complaint is outstanding as on 31.03.2023 for redressal.
26. Vigil Mechanism/ Whistle Blower Policy:
There is a Whistle Blower Policy in the Company and that no personnel have been denied
access to the Chairman of the Audit Committee. The policy provides for adequate safeguards
against victimization of persons who use vigil mechanism.
27. Code of Conduct:
The Board has laid down a code of conduct for board members and senior management
personnel of the Company. The code incorporates the duties of independent directors as
laid down in the Companies Act, 2013. The Board members and senior management personnel
have affirmed compliance with the said code of conduct. A declaration in this regard
signed by the Chairman & Managing Director / CEO is given at the end of the Corporate
Governance Report.
28. Prevention of Insider Trading:
The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI
(Prohibition of Insider Trading) Regulations, 2015. All the Directors, senior management
employees and other employees who have access to the unpublished price sensitive
information of the Company are governed by this code. During the year under Report, there
has been due compliance with the said code of conduct for prevention of insider trading.
29. Significant and Material Orders passed by the Regulators or Courts or Tribunals:
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the company and its future
operations.
30. Corporate Governance:
As per SEBI Listing Regulations, Report on Corporate Governance with Statutory
Auditors Certificate thereon, forms part of this report.
31. Human Resources:
The human resource plays a vital role in the growth and success of an organization. The
Company has maintained cordial and harmonious relations with employees across various
locations.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
32. Deposits from Public:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public, was outstanding as on the date of the
balance sheet but there is one Secured car loan and one unsecured loan as shown in the
Balance Sheet.
33. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo:
Nil Technology absorption: Nil
Foreign Exchange earnings and outgo: Nil
34. Particulars of Employees and Remuneration:
Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding
the prescribed limits, during the financial year 2022-2023.
35. Auditors:
Statutory Auditors:
M/s. S. N. Kabra and Co., Chartered Accountants, bearing (FRN 03439C) who are the
statutory auditors of the Company, will hold the office in accordance with the provisions
of the Act up to the Annual General Meeting to be held in the year 2025 and from whom
necessary consent has been obtained under Section 141 of the Companies Act, 2013 are
eligible continuing as auditors of the Company.
The Auditor Report for the Financial Year 2022-23 does not contain any
disqualification, reservation or adverse mark.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. S Bhattbhatt & Co., Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year ended March 31, 2023. The Secretarial Audit
Report is annexed as Annexure B.
Secretarial Auditors Report
Remarks or Qualifications by Secretarial Auditors and comments from the Board.
1. During the Audit period, the company has not complied with the requirement of
Regulations 47- Advertisement in Newspaper of SEBI (LODR) Regulations, 2015, Management
Reply: The Company will issue financial Results in Newspaper in compliance of
Requirement of Reg. 47 of SEBI (LODR) Reg. 2015.
2. During the period under review, as per Regulation 33(1) (d) of SEBI (LODR)
Regulations, 2015, the Peer Review Certificate of Statutory Auditor expired and it is yet
to be renewed by the Statutory Auditor. Management Reply: The Company has requested
to the Statutory Auditor to do Peer Review Audit for the Firm and submit the Valid Peer
Review Certificate for Verification.
3. During the period under review, the Company has not paid Annual Listing Fees for the
year 2022 - 2023, Management Reply: We would like to mention that due to some
financial constraints the company was unable to pay due in time. However the same will be
paid by the company in short period.
4. During the period under review, the Company has not submitted Annual Report in XBRL
Mode for the year ended March 31, 2022 as per SEBI (LODR) Regulations, 2015, Management
Reply: Due to some technical issue the company is unable to upload the same on XBRL
portal. The same was intimated with Stock Exchange.
5. During the period under review, it was observed that companys Director Mrs. Vandana
Gadiya has indulged in contra trades during February 1, 2023 to February 28, 2023, Management
Reply: The Company was unaware about the trade as the same was not intimated by the
Director to the company. The company will take necessary step after investigation of this
matter and will do the need in compliance with SEBI Regulations.
36. Details of Application made or Proceeding under Insolvency and Bankruptcy Code,
2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency and Bankruptcy Code, 2016.
37. Details of Difference between Valuation amount on one time Settlement and Valuation
while Availing Loan from Banks and Financial Institutions:
During the year under review, there has been no one time Settlement of loans taken from
Banks and Financial Institutions.
38. Acknowledgement:
The Board places on record its deep appreciation for the continued support received
from various clients, vendors and suppliers and Bankers, Government Authorities, Employees
at all levels and Stakeholders, in furthering the interest of the Company.
|
For and on behalf of the Board of Directors of |
|
Atharv Enterprises Limited |
|
Sd/- |
| Date: 05/09/2023 |
Pramod Kumar Gadiya |
| Place: Mumbai |
Managing Director |
|
DIN:02258245 |
+91-9892691696
